As filed with the Securities and Exchange Commission on March 8, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GIBRALTAR STEEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 16-1445150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(716) 826-6500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Brian J. Lipke
Chairman of the Board and
Chief Executive Officer
Gibraltar Steel Corporation
3556 Lake Shore Road
P. O. Box 2028
Buffalo, New York 14219-0228
(716) 826-6500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies To:
Gerald S. Lippes, Esq. John W. White, Esq.
Lippes, Silverstein, Mathias & Wexler LLP Cravath, Swaine & Moore
700 Guaranty Building Worldwide Plaza
28 Church Street 825 Eighth Avenue
Buffalo, New York 14202-3950 New York, New York 10019
(716) 853-5100 (212) 474-1000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in conjunction with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-82770
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share /(1)/ Offering Price /(1)/ Registration Fee /(2)/
--------------------------- ---------- --------------- -------------------- ---------------------
Common Stock ($.01 par value) 575,000 shares/(3)/ $17.20 $9,890,000 $909.88
------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) A filing fee in the amount of $16,345 previously paid by the registrant with
respect to Registration No. 333-65762 filed on July 24, 2001 is being used
to off-set this fee.
(3) Includes up to 75,000 shares which may be issued upon exercise of the
Underwriters' over-allotment option.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
================================================================================
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, REGISTRATION NUMBER 333-82770
We hereby incorporate by reference into this registration statement on
Form S-3 in its entirety the registration statement on Form S-3, Registration
Number 333-82770, declared effective on March 7, 2002 by the Securities and
Exchange Commission, including each of the documents we filed with the
Commission and incorporated or were deemed to be incorporated by reference
therein and all exhibits thereto.
EXHIBITS
The following documents are filed as exhibits to this registration
statement:
* 5.1 Opinion of Lippes, Silverstein, Mathias & Wexler LLP.
*23.1 Consent of Lippes, Silverstein, Mathias & Wexler LLP (contained in
Exhibit 5.1 to this registration statement).
*23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (contained in Part II of this registration statement).
-----------------
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Buffalo, State of New York on March 8, 2002.
GIBRALTAR STEEL CORPORATION
/S/ BRIAN J. LIPKE
By: _______________________________
Brian J. Lipke
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Brian J. Lipke, Walter T. Erazmus and
Neil E. Lipke, or either of them, as his attorney in fact, to sign any
amendments to this registration statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ BRIAN J. LIPKE Chairman of the Board and Chief March 8, 2002
------------------------ Executive Officer
Brian J. Lipke (Principal Executive Officer)
/S/ WALTER T. ERAZMUS President March 8, 2002
------------------------
Walter T. Erazmus
/S/ JOHN E. FLINT Vice President and Chief Financial March 8, 2002
------------------------ Officer
John E. Flint (Principal Financial Officer and
Principal Accounting Officer)
/S/ NEIL E. LIPKE Director March 8, 2002
------------------------
Neil E. Lipke
/S/ GERALD S. LIPPES Director March 8, 2002
------------------------
Gerald S. Lippes
/S/ ARTHUR A. RUSS, JR. Director March 8, 2002
------------------------
Arthur A. Russ, Jr.
/S/ WILLIAM P. MONTAGUE Director March 8, 2002
------------------------
William P. Montague
/S/ DAVID N. CAMPBELL Director March 8, 2002
------------------------
David N. Campbell
II-5